


Some people want to fill the world with silly tentacle sex fics

by seriousfic



Category: Once Upon a Time (TV)
Genre: Bukkake, F/F, Tentacle Sex, Tentacles
Language: English
Status: Completed
Published: 2013-11-10
Updated: 2013-11-10
Packaged: 2018-01-01 02:44:27
Rating: Mature
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 4,535
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/1039408
Author URL: https://archiveofourown.org/users/seriousfic/pseuds/seriousfic
Summary: <blockquote class="userstuff">
              <p>That fic where, since Regina was Ursula, she uses tentacles to have sex with Emma.</p>
            </blockquote>





	Some people want to fill the world with silly tentacle sex fics

Sometimes, life got you down. You met with unexpected hardships. Things you'd been looking forward to were cancelled. All your hard work seemed to be for nothing. When they happened, there was only one thing for Emma Swan to do.

 

Complain.

 

“I can't believe,” she said, in a tone that indicated she very well could believe it, given who she was talking to, “that you led us into a mudslide.”

 

“I led us?” Regina repeated incredulously. “You were the one who fell in and oh-so-considerately pulled me along!”

 

“But you were the one who threw the mudball at her,” Tinkerbell noted, sarcastically helpful. “And hit me. In the hair.”

 

“I said I was sorry.”

 

“No you didn’t!”

 

“It was implied.”

 

Now covered in mud, all three women had broken from the group to bathe in a nearby pond. At its deepest, the water only came to their waists. The only thing keeping Emma from seeing Regina's charms (the only two she seemed to possess) was that it always seemed to be night in Neverland. The fact that they still looked much bigger than hers did not help Emma's mood.

 

Regina, was it happened, was also pondering their relationship. She was wondering why it was that they kept having sex.

 

It seemed like every time things between them were reaching the boiling point, one of them would jump the other one, bodices would be ripped in the classic tradition, then they'd pretend it had never happened until the next time it happened. Cost a fortune in clothes, at least on Regina's end. With Emma, it was more like shredding used paper before you threw it out.

 

Ninety-five percent of the time they hated each other and the rest they were having mindblowing sex. But then, Regina supposed many people wanted relationships like their parents had. And Emma seemed really steamed with her now—between Henry's kidnapping, her disquieting love triangle, and the parental issues everyone seemed to have these days—she just didn't seem to have the headspace to appreciate all Regina had done for her. Kept her from being raised by those two idiots, for starters. And just the other day, Regina had ripped someone's heart out for Emma. That was downright romantic.

 

And now, Regina would bet her Necronomicon that Emma needed a good fuck. For her own good, of course. Regina tried not to judge her too harshly. Some people rode roller coasters, some people got fingered while gagged by their own panties. Sharing a conspiratorial smile with Tinkerbell—who returned her look somewhat confused—Regina let her transformation begin.

 

A few moments later, Emma felt something brush against her leg. “You bitches had better tell me that was you right now, or I am getting out of this water! I do not care if I have mud all over my tits, I’m not getting eaten by sharks!” She turned around to see that both Regina and Tinkerbell were a fair distance away from her. “Okay, all kids out of the pool, we’ve definitely got a sea monster here!”

 

She made a run for the shore, only for something that looked like the Loch Ness Monster—that is, a blurry, undefined phallic symbol—popped up in front of her. Emma turned. Another was on her left, another on her right. She was surrounded by sea serpents or… it was dark… perhaps some kind of tentacle?

 

“Calm down, Emma,” Regina said, drawing closer, up to her waist in the dark water. “It’s not a sea monster. These are emissaries from Ursula the sea goddess. Just as Odin has his ravens, Ursula has her feelers.”

 

“Ursula?” Emma repeated daftly. “The drag queen from The Little Mermaid?”

 

One of the tentacles shot out and slapped her across the face.

 

“Oww! Touchy sea goddess,” Emma mumbled.

 

“You must not show disrespect!” Tinkerbell cautioned. “It’s a great honor for Ursula to appear to a mortal.”

 

“She could be a big help to us,” Regina agreed. “Just try to be polite, courteous, respectful—never mind, we might as well not waste our time. Goodbye, Ursula! Have a very nice day!”

 

“I can be cool!” Emma protested. Even if Ursula’s help admitted to giving them free yogurt, it would be worth it to prove Regina wrong. “C’mon, what does she want?”

 

The tentacle in front of Emma had formed a sort of tentacle-y L shape, extending itself toward Emma. “I think it wants your hand,” Regina said.

 

“Alright.” Emma reached out like she was going to shake hands with it. As absurd as that felt, the tentacle actually took the hint and placed itself in her palm, wrapping itself around her arm up to the elbow. It felt, yeah, pretty weird, but sorta nice—the tentacle was very smooth, in a slimy sort of way, kinda like petting a dolphin. “It’s slimy… but, you know, in a nice way. I like slimy. Jell-O… other flavors of Jell-O…”

 

Another tentacle reared up beside Emma. It made its own L shape.

 

“Now what?”

 

“Your other hand!” Regina stage-whispered.

 

“Oh, okey-dokey.” Emma held out her hand and that too the tentacle wrapped around—faster this time, like a whip cracking. The tentacles pulled to either side of her, effectively spread-eagling Emma. Emma really hoped it was her dirty mind and she hadn’t really gone to some weird bondage-y place. “Uh, Regina? Is it just me or is this something you’d find on the internet in Japan?”

 

“The emissaries must be afraid you’ll hurt them.” Regina’s mouth was behind her hand—she was either hiding a grin or shocked. Emma didn’t know which she’d prefer. “Just try not to be threatening!”

 

“How much less threatening can I be?” Emma demanded.

 

“I’m always afraid you’ll shout at me,” Tinkerbell said. “You seem like a shouter.”

 

“More of a screamer, I’d say.”

 

“Not helping, Regina.”

 

Emma felt another tentacle winding up her leg. She fought the urge to clench her thighs shut— _not a Japanese cartoon,_ she told herself, _no yellow subtitles means it_ _’_ _s not a Japanese cartoon, so there_ _’_ _s nothing to worry about._ Thankfully, the tentacle stopped at her knee. As did the one that spiraled up her other leg. It actually felt a little relaxing—the way it throbbed and pulsed against her soft skin, living, breathing. If she ever got out of this, maybe she should try patenting tentacle massages.

 

“Doing great, Emma!” Regina cheered. She looked weirdly happy—a little constipated too. Emma couldn’t see Tinkerbell’s hands. If those two were getting off on this… “It’s just like bringing home a new puppy. You have to radiate calm and acceptance.”

 

“I would counter that it is, in fact, _nothing at all like bringing home a fucking puppy._ ”

 

The tentacles tightened on her, painfully cutting off circulation. Tinkerbell held her hands up—at least she wasn’t doing anything with those. “Calmness and acceptance, Emma! The more you struggle, the worse it gets!”

 

“Okay! Alright! I’m calm!” Emma took a deep breath and continued in a softer tone. “See how calm I am? I’m speaking very calmly. We’re all very calm. Regina, Tink, look how calm you are. And you don’t even have tentacles all over you.”

 

Suddenly, bubbles were frothing in front of Emma. As she watched in horror, a tentacle emerged from the water between her legs. It seemed bigger than the other four, with a thick, bulbous tip. It weaved drunkenly in the air before her, like a cobra that’d been charmed, before lurching forward to land with a wet _squelch_ on her stomach.

 

“Okay!” Emma said, very rapidly. “I’m okay with this! This is something I’m very calm about!”

 

“Really?” Tinkerbell asked. “Because it went straight for your womb.”

 

Regina shushed her. “Don’t worry, Emma, if it wanted to penetrate you—and I can’t imagine even a Lovecraftian creature such as this _would_ —it’s aimed a little high, don’t you think?”

 

As if feeling out her body, the tentacle slugged upward, crawling over her naked flesh. Emma felt her nipples harden as it approached her breasts and tried to think if this was the most repulsive thing she’d let touch her sweater monkeys. Probably not—at least by tentacle standards, this thing seemed reasonably handsome. She couldn’t say the same for Greg Dubois.

 

At the last moment, the tentacle veered away from her cleavage. Instead, it scooped away some of the mud that was still on her body, wiping it off into the water. Emma let out a breath she didn’t know she’d been holding. It wanted to clean her! That was a good sign, right? You only bathed people you liked!

 

“Gorillas clean each other all the time!” she told Regina, but calmly.

 

“What’s a gorilla?” Tinkerbell asked.

 

“Emma’s dating history,” Regina replied.

 

“Oh. Because I was thinking of how you clean things off before you eat them. Corn on the cob, chickens, grapes…”

 

Regina crossed her arms. “Speaking as someone who _has_ eaten Emma, I can safely say that those tentacles are nowhere near drunk enough for that…”

 

Emma pulled at her right arm’s tentacle enough to point her hand at Regina and extend her middle finger.

 

“What’s that mean?” Tinkerbell asked.

 

“It means ‘fuck you’. I suppose Emma can’t help but think about that under the circumstances—her, arms and legs bound, covered in mud, me watching her with a blonde at my side…”

 

While Regina spoke, more tentacles were coming out of the water—creeping up Emma’s body like vines covering a tree. They gently slid over her skin to remove the offending mud, polishing her to a gleaming sheen. It actually felt rather nice—a bit like being loofahed by a Bavarian gymnastics team. Emma tried not to sigh as the tentacles washed every inch of her. Even her nipples. Especially her nipples.

 

“Oh!” Emma cried. A pair of tentacles were snaked around her breasts like one of Madonna’s bras, their tips sweetly entwined with her nipples. _That_ felt a little too good. What’s worse, the suckers that covered the undersides were, well, doing their thing. It felt like a hundred little mouths on her breasts, each sucking and, and kissing… “ _Oh_ ,” Emma said again, softer now.

 

“I think Ursula likes you,” Regina said, her own voice sultry. Emma barely noticed, but another tentacle wrapped itself around her waist and gently pulled her along. Closer to Regina. “You are very likeable.”

 

“Regina,” Emma said. Her voice had never been softer.

 

“I think Ursula wants to put on a show.” The tentacle pulled her and Emma together. “Are we going to disappoint her?”

 

“No way,” Emma replied, and threw herself into Regina’s passionate kiss.

 

One of the tentacles slipped off her left breast, opening the way for Regina’s hand. Her touch was hot and firm where everything else was cool and soft and slippery. Like an anchor. Emma felt an answering spark in her core when Regina squeezed just a mite too tightly, in that murky zone between pain and pleasure that Regina seemed to live in. Regina grinned when she got the look from Emma—pissed off and pleased at the same time.

 

“Just so you know, Ursula,” Emma said into the open air. “I am only doing this because it’s what you want. I’m not even gay. I have, like, two boyfriends…”

 

Quickly, a tentacle came up to find Emma’s mouth. It wound itself on her cheek for a moment, letting her feel it, then pushed between her lips. Emma gagged, not so much from it going for her throat as for the sudden, insistent taste of the tentacle—strong and musky but not unpleasant. Just unexpected.

 

Regina’s smile widened. “Looks like I’m not the only one who’s heard enough from you.”

 

Emma gave her a look that spoke more than words ever could. The tentacle was pressing deeper into her warm, moist mouth, warming up inside, becoming more… palatable. It moved in and out tentatively, seeing how far it could go into her throat before it choked her, withdrawing, then trying to go further. Emma got the idea that it seemed a little surprised just how far it could go. Well, it wasn’t her fault she was born without a gag reflex. Maybe it came from being a daughter of True Love.

 

Just to show Ursula, and Regina, that she was absolutely not impressed by a little oral, Emma sucked on the long, wet stalk. It was already in her mouth, after all. The moment she did, Regina looked stricken. _Ha!_ Emma thought triumphantly. _Let_ her _suck on_ that.

 

“You’re… very good at this…” Regina noted, seeming short of breath as Emma’s tongue caressed the tentacle, her head moving to bob on the length already stuffed in her mouth.

 

“I’ve seen better,” Tinkerbell replied, to which both Emma and Regina looked at her. “What? I live on an island populated exclusively by teenage boys. What do you think happens?”

 

“Great. Now we just have to get off this island before Bravo makes a TV show about it,” Regina quipped, before Emma girded herself to suck several inches of the tentacle into her mouth at once, now literally deep-throating it. Regina closed her eyes and sucked in breath, as if in sympathy, holding it in for a long moment before regaining control.

 

Regina began to kiss Emma’s neck, nipping at the bulge in her throat where the tentacle quivered in excitement. All over Emma’s body, the tentacles were tightening and tugging, sending pleasurably throbs through Emma’s body. Her legs were pulled apart and she would’ve fallen down if it weren’t for the tentacles around her arms holding her aloft. The tentacle around her waist slowly loosened, sliding down over her hip and onto her groin.

 

Emma babbled incoherently into her fleshy gag as the prehensile limb rubbed back and forth over her crotch. The tip opened up her labia, feeling out her sex. Emma’s chatter died away to an insistent moan, and Regina reached down to pet the tentacle between Emma’s legs like a faithful pet. Its pleased vibration send answering pulses through Emma’s body. “That’s it, girl,” Regina said, and gently urged the tentacle up to Emma’s throbbing clit.

 

_Oh no,_ Emma thought, followed quickly by _oh YES._ The tentacle slithered over her pearl like a thrashing livewire, faster and softer than Emma ever could. Even her body stopped struggling, her involuntary threshing stopped so her head could drop back, the tentacle in her mouth probing even deeper as if in search of the pleasure-filled sighs that were her only sign of life.

 

“Come for me, Emma,” Regina’s teeth were at Emma’s ear, the hard hot pain bringing her back to reality. “Come right _now._ ”

 

Emma obeyed, thrusting her hips against the invader as if to claim the huge orgasm that now shook her violently. Regina embraced her tightly, teeth tugging at Emma’s ear to prolong the pleasure that inhabited Emma’s body for endless minutes.

 

“That,” Regina said, when Emma blinked back to awareness, “was a good _start_ _…_ ”

 

Emma’s incredulous words were swallowed by the tentacle in her mouth as it began to thrust into her mouth in earnest, rhythmically in time with the one that had been at Emma’s clit and had now entered her like Regina’s words let it off the leash. And Emma felt another tentacle at her back, in her hair, creeping slowly down her spine as her body shook with the fucking it was getting at both ends (“So good,” Emma muttered, safely inaudible with a tentacle fucking her face), until its thin tip was grinding between her tense ass cheeks.

 

Obviously, Regina couldn’t hear her, but she followed Emma’s eyes as they darted back in anxious worry. When she looked over Emma’s shoulder, she cooed in charmed disapproval, like a favorite pet had made a small mess. “Well, that’s not going to work. We’ll need much more lubricant for _that._ _”_ Her head turned on a swivel. “Tink, spread your legs.”

 

“Spread my _ohhhhh_ ,” Tink broke off as a tentacle shot out of the water between her legs like a geyser, entering Tinkerbell in one swift thrust. As Regina had suspected, the fairy was so wet from watching Emma and Regina and their little friends, the tentacle slid in deeply and pleasurably on the first try. As Emma watched in disbelief, the tentacle thrust into Tink for half-a-minute, nearly lifting her out of the water before she reached down and grabbed it with both hands—then impaled herself on it even further. “Regina!” she cried out as she came, then fell onto her back to dead-man float in the water. The tentacle slid out of her, its tip now glittering.

 

“Fortunately,” Regina said, “fairy ejaculate is a wonderful lubricant. And Tink always was a squirter.” She kissed Emma’s cheek where it bulged with tentacle. “And now it’s your turn.”

 

More tentacles were arriving by the minute. They tightened and loosened around the two women, sharing in their ecstasy as Regina reached down with her free hand to toggle Emma’s clit. Two wreathed themselves around Regina’s shoulders and curled down her chest, to roughly grasp and squeeze Regina’s breasts, pull and knead them. The tentacles on Emma’s arms drew around Regina, as did the ones tying down her legs, crushing the two women together.

 

Regina let Emma have another orgasm, her clit bursting into flame from the friction Regina was rubbing into it, then the glittering tentacle came back around. Regina let go of Emma’s body, tentacles rushing in to replace her hands, and instead reached around to grip Emma’s ass. She pulled the cheeks apart, exposing Emma to the open air, and more than one tentacle came to poke and prod between Emma’s cheeks, seeking an even stronger, tighter embrace than what their brothers had in Emma’s mouth and cunt.

 

“No, no,” Regina chided, finger-flicking the tentacles away. “We have to loosen her up first…”

 

Emma’s scream vibrated the tentacle going down her throat as Regina efficiently speared her middle finger into her ass, quickly opening her up. She wiggled her finger around, shooting Emma toward orgasm with damnably fast speed, then pulled out, let Emma breathe (through her nose of course). Then two fingers. Emma’s chest heaved as she panted with pain and pleasure, the discomfort of Regina’s slender fingers penetrating her and the ecstasy of Regina Mills fucking her. As if tensed with anticipation, more tentacles were clamping on Emma’s cheeks, holding them open and leaving red sucker marks for Emma to find in the morning.

 

As Emma took three fingers, her entire body primed for orgasm like a runner about to take off, the glittering tentacle slithered between the flattened cheeks of her muscular ass. The very tip of it gently rimmed where Regina’s fingers were pistoning, smearing it with Tinkerbell’s rainbow cum. Emma and Regina were face to face as it had happened, Emma’s eyebrows raising in puzzlement, Regina’s smile dipping into predation. Emma was on the verge, her orgasm about to kick her like a shot of whiskey, when Regina pulled her fingers away. And the tentacle pulled inside.

 

As Emma’s entire body shook with an unvoiced scream, Regina threw her head back in pleasure. Emma had never let her fuck in the ass before, always making some quip like “Yeah, you’d like that, wouldn’t you, freak?” before spinning Regina around and spanking her. And apparently, Emma hadn’t let anyone else either. Even with the rimming and the fingering, Emma was as tight as any virgin. Between the tentacle in Emma’s cunt, her ass, and her mouth, Regina was about ready to stop holding back and start coming.

 

As for Emma, the pain of the sudden intrustion had initially denied her an orgasm, but now… her body inflamed again, her senses whirled even more, she felt herself pitching toward her orgasm even faster, climbing the mountain so quick she would shoot right over the top and into fucking space. It was going to be so good… so much better than before…

 

A _third_ tentacle went for Emma’s tits, laying its head between them, its twins at her nipples pushing her breasts together so the third could burrow between them, fuck her tits raw. The tentacles in Emma’s hands hardened with arousal; she jerked them off without prompting. Regina was so proud of her.

 

She decided to come in for landing. Started her descent by kissing Emma’s shoulder, kissed her way up Emma’s neck, stuck her tongue in Emma’s ear—laughed when Emma thought it was a tentacle and jerked away—then licked Emma from her cheek to the tentacle stuffed in her mouth. That particular tentacle had gotten a lot of stimulation over the past few minutes. Regina took pity on it. She let it come first.

 

The tip swelled into a bulb, a slit at the end opening up, and then it exploded, splashing right into Emma’s stomach. The tentacle that Regina had had dutifully pumping away in Emma’s cunt went off next, like a Chinese firecracker. It wilted away, dropping into the water like cut bait, as did the one that had been in Emma’s mouth (after fondly tapping Emma on the cheek).

 

“So, uh…” Emma coughed up some of the cum she was sure she’d be tasting for at least a week. “They’re going to cum all over us, huh?”

 

Regina nodded, smiling broadly as the tentacle pistoning between Emma’s breasts ejaculated onto her face.

 

Emma wiped at her face. “At least we’re already taking a bath.” Then she cried out loudly as the tentacle in her ass swelled with admittedly satisfying results. In symphony, the tentacles she’d been jerking off in her hands fired off—one shot far enough to land on Tinkerbell’s belly as she floated lazily in the water. Then they released her, thin as shoelaces, and Emma collapsed into Regina’s arms. The tentacles crowded around them expectantly, tips dripping milky white, thick and swollen as ripe fruit.

 

“Open your mouth,” Regina ordered Emma. “Stick out your tongue.”

 

“The shit we do for our kids,” Emma replied, as she did what Regina asked without a second’s hesitation.

 

The tentacles that’d been nuzzling Emma’s thighs came at the same time, lances of cum criss-crossing Emma’s face. She licked her lips of what had landed near them and hummed in considered approval like she was at a wine-tasting party. Regina found herself grinning fondly. There was a reason she used her unparalleled powers of seduction on Emma and not something as infinitely more appealing as Red or, hell, Granny. The girl had her moments. Regina helped lick her face clean, sharing the taste with Emma in several long kisses.

 

As their lips met, the tentacles spurted over the length of their nuzzling faces and already-dripping hair. One wiggled up between their bodies as they rubbed together and gave them more to share between their tongues. Fat drops of cum rained down on them as a tentacle came from above. Regina’s upturned face greeted it to make the most of tentacle-cum’s exfoliant property, and Emma playfully tongued it away. As if set off by the sight, more tentacles splattered themselves on the women’s chests, smearing the cream into the skin as they withered. They were doused with cum, again and again, until they joined the exuberant release, their bodies clenching, their kiss deepening. It dripped from their stiff nipples and rolled down their proud breasts. They wiped it off with their fingers and fed it to each other in the afterglow. Their hands massaged it into each other, spread it over themselves, until they both shone like juicy apples.

 

Then Emma reached down under Regina and felt nothing but tentacles. “You all along?”

 

“Uh-huh,” Regina said, quite pleased with herself.

 

“You asshole,” Emma said, though her voice was more fond than anything else. “So, you can turn into an… an octopus-centaur whenever you want?”

 

“It happens sometimes when I get into water. Makes for interesting days at the pool.

 

“Doesn’t help our situation, though.”

 

“But how does it hurt it?”

 

“Good point.”

 

Suddenly, Tinkerbell squawked as the water in the center of the pond spun into a powerful maelstrom, a powerful figure rising from the center. Eight thick tentacles unspooled from her. A clown and a trident gleamed, both clutched in dark purple skin. Ursula the sea goddess regarded Regina with undisguised ire.

 

“Regina! What the fuck did I tell you about pretending you were me!?”

 

Regina shook her head. “Knew I forgot something. If it helps, look how hot this woman is. Doesn’t that justify pretending to be a god _a little_?”

 

Ursula gave Emma a look. “She’s cute and all… well… did you do that stupid accent?”

 

“No,” Regina said, shaking her head again, “it was just the tentacles. Honest.”

 

“Well, that’s not so bad. But still, _you must be punished!”_ Ursula cried, lightning striking her trident.

 

Regina sighed. “I expect this from the universe at this point.”

 

“Regina Mills, from this day forward, on the fifteenth of every month, you shall be stricken with the very curse you used upon this fair maiden!”

 

Regina looked around before “Oh, you mean Emma.” Then she looked down. Her crotch wasn’t an octopus anymore—but it wasn’t a vagina, either. “Well, that will save me a lot on strap-ons, but I did just get a Brazilian, so I would really like if I could have Grimhilde.”

 

“You named your vagina?” Emma asked. She wasn’t overly invested in Regina’s plight, being too busy washing the cum off her body. “And you named it after, what, someone who tries to kill Scrooge McDuck?”

 

“I wouldn’t expect you to understand the mythological implications of naming—“

 

“Regina Mills!” Ursula repeated, a little put off this time. “You will be afflicted with this curse, this and every month, until you find a woman who will consent to feel its touch!”

 

Regina glanced at Emma pointedly.

 

“What?”

 

“Well, I did get into this trouble because of you.”

 

“ _Because you wanted to gangbang me with tentacles!_ ”

 

“Like you hated the idea.”

 

“I didn’t hear the idea! One minute I was wondering if my mom brought any shampoo along, the next I have tentacles coming out the wazoo!”

 

“Coming in your wazoo,” Tinkerbell corrected.

 

Emma crossed her arms. “I think a week without a vajayjay would serve you right.”

 

Tinkerbell coughed. “Well, if it’s such an issue, I could, uh… I mean, as long as it’s in the missionary position. Or doggy style. Reverse cowgirl…”

 

Regina reached out to take Tink’s hand. “ _Thank you,_ Tinkerbell. My vagina will be very grateful to you. But let’s go ashore. I fucked Emma so long, I’m turning into a prune.”

 

Emma rolled her eyes and followed them. “Wait up, jerks.”

 

Tinkerbell turned around. “Don’t worry, Emma, I’m sure Regina’s vagina will be grateful to you too.”

 

“I don’t care about that. I just want to watch you dorks. You got to watch me get the Kraken unleashed on me, after all.”

 

Meanwhile, Ursula finally stopped staring. “You people are fucked up,” she said, and turned to go back to her undersea kingdom. It was game night at Triton’s, and she was determined that Ariel wouldn’t win at Charades _again._


End file.
